REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 19, 2011, between Visualant, Incorporated, a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2023 • Know Labs, Inc. • Measuring & controlling devices, nec • New York
The undersigned, Know Labs, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC and The Benchmark Company LLC (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives to the several underwriters (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
EXHIBIT 6 (a) (i) TRANSFER AGENT AND REGISITRAR AGREEMENT THIS AGREEMENT made and entered into this 22nd day of October, 1998, by and between: NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada 89501, hereinafter called...Agreement • November 1st, 1999 • Cigar King Corp • Retail-retail stores, nec • Nevada
COMMON STOCK PURCHASE WARRANT VISUALANT, INCORPORATEDVisualant Inc • December 22nd, 2017 • Measuring & controlling devices, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Clayton Struve (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visualant, Incorporated, a Nevada corporation (the “Company”), up to 1,200,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2012 • Visualant Inc • Measuring & controlling devices, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2011 between Visualant, Incorporated, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2011 • Visualant Inc • Measuring & controlling devices, nec • New York
This Securities Purchase Agreement (this “Agreement”), dated as of December 23, 2010, is by and between Visualant, Incorporated, a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
VISUALANT, INCORPORATED 10% CONVERTIBLE DEBENTUREVisualant Inc • November 13th, 2012 • Measuring & controlling devices, nec • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 10% Convertible Debentures of Visualant, Incorporated, a Nevada corporation, (the “Company”), having its principal place of business at 500 Union Street, Suite 406, Seattle, Washington, designated as its 10% Convertible Debenture (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
FORM OF COMMON STOCK PURCHASE WARRANT VISUALANT, INCORPORATEDVisualant Inc • June 11th, 2015 • Measuring & controlling devices, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ___________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seventh year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visualant, Incorporated, a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT VISUALANT, INCORPORATEDVisualant Inc • November 13th, 2012 • Measuring & controlling devices, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, GEMINI MASTER FUND, LTD. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Visualant, Incorporated, a Nevada corporation (the “Company”), up to 1,800,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • March 20th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • New York
Know Labs Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with The Benchmark Company LLC (the “Manager”) as follows:
Exhibit 10.2 INDEPENDENT CONTRACTOR AGREEMENT THIS AGREEMENT (the "Agreement"), dated June 16, 2004, is made and entered into by and between VISUALANT INCORPORATED, a Nevada corporation (the "Company") and E-VISION TECHNOLOGIES INC., a British...Independent Contractor Agreement • August 15th, 2005 • Visualant, INC • Retail-retail stores, nec • British Columbia
COMMON STOCK PURCHASE WARRANT KNOW LABS, INC.Know Labs, Inc. • August 16th, 2024 • Measuring & controlling devices, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 15, 2029 (the “Termination Date”) but not thereafter, to purchase from Know Labs, Inc., a Nevada corporation (the “Company”), up to _____ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form by the Warrant Agent and Holder shall be the sole registered holder of this Warrant.
Exhibit 10.1 INTELLECTUAL PROPERTY AGREEMENT THIS AGREEMENT (the "Agreement"), dated June 16, 2004, is made and entered into by and between VISUALANT INCORPORATED, a Nevada corporation (the "Company") and KENNETH TURPIN ("Turpin"), WHEREAS, the...Intellectual Property Agreement • August 15th, 2005 • Visualant, INC • Retail-retail stores, nec • British Columbia
ContractKnow Labs, Inc. • September 29th, 2023 • Measuring & controlling devices, nec • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING SEPTEMBER 26, 2023, WHICH IS THE COMMENCEMENT OF SALES OF COMMON STOCK IN THE OFFERING, (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) THE BENCHMARK COMPANY, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF THE BENCHMARK COMPANY, LLC.
ContractKnow Labs, Inc. • February 29th, 2024 • Measuring & controlling devices, nec • Nevada
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 29th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of February 27, 2024, by and between Know Labs, Inc., a Nevada corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2016 • Visualant Inc • Measuring & controlling devices, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 1, 2016, by and between Visualant, Inc., a Nevada corporation, with headquarters located at 500 Union Street, Suite 420, Seattle WA 98101 (the “Company”), and (the “Buyer”).
COMMON STOCK PURCHASE WARRANT KNOW LABS, INC.Know Labs, Inc. • July 9th, 2024 • Measuring & controlling devices, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined herein) and on or prior to 5:00 p.m. (New York City time) on __________, 2029 (the “Termination Date”) but not thereafter, to purchase from Know Labs, Inc., a Nevada corporation (the “Company”), up to _____ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to recei
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2011 • Visualant Inc • Measuring & controlling devices, nec • California
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2011 by and between Visualant, Incorporated, a Nevada corporation (the “Company”) and Ascendiant Capital Partners, LLC, a Nevada limited liability company (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article I.
ContractCommon Stock Purchase Warrant • February 29th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
FORM OF COMMON STOCK PURCHASE WARRANT KNOW LABS, INC.Know Labs, Inc. • June 29th, 2018 • Measuring & controlling devices, nec • Washington
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Know Labs, Inc., a Nevada corporation (the “Company”), up to [ ] shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2017 • Visualant Inc • Measuring & controlling devices, nec • New York
This Amended and Restated Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of February, 2017 by and among Visualant, Incorporated, a Nevada corporation (the “Company”), and the “Holder” named in that certain Preferred Stock and Warrant Purchase Agreement by and between the Company and the Holder (the “Subscription Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreement unless otherwise defined herein. This Agreement amends, restates and supersedes the original Registration Rights Agreement dated as of November 10, 2016.
COMMON STOCK PURCHASE WARRANT KNOW LABS, INC.Know Labs, Inc. • August 13th, 2024 • Measuring & controlling devices, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 9, 2029 (the “Termination Date”) but not thereafter, to purchase from Know Labs, Inc., a Nevada corporation (the “Company”), up to _____ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive
ContractVisualant Inc • January 10th, 2017 • Measuring & controlling devices, nec
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.
COMMON STOCK PURCHASE WARRANT KNOW LABS, INC.Know Labs, Inc. • July 2nd, 2024 • Measuring & controlling devices, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined herein) and on or prior to 5:00 p.m. (New York City time) on __________, 2029 (the “Termination Date”) but not thereafter, to purchase from Know Labs, Inc., a Nevada corporation (the “Company”), up to _____ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to recei
COMMON STOCK PURCHASE WARRANT KNOW LABS, INC.Know Labs, Inc. • July 22nd, 2024 • Measuring & controlling devices, nec • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received by the Company, __________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on __________, 2029 (the “Termination Date”) but not thereafter, to purchase from Know Labs, Inc., a Nevada corporation (the “Company”), up to _____ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to recei
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 10th, 2016 • Visualant Inc • Measuring & controlling devices, nec
This Stock Purchase Agreement (“Agreement”) is made and entered into on March 8, 2016 (“Effective Date”), by and between Visualant, Incorporated, a Nevada corporation (“Company”), and the investor whose name appears on the signature page hereto (“Investor”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 24th, 2015 • Visualant Inc • Measuring & controlling devices, nec • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this __th day of ________, 2015 by and among Visualant, Incorporated, a Nevada corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
INDENTURE between Know Labs, Inc. and TRUSTEE Dated as of [________] Providing for Issuance of Debt Securities in SeriesIndenture • December 22nd, 2023 • Know Labs, Inc. • Measuring & controlling devices, nec
INDENTURE, dated as of [●], between Know Labs, Inc., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), and [●], as trustee, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
KNOW LABS, INC. FORM OF COMMON STOCK PURCHASE WARRANTKnow Labs, Inc. • March 15th, 2021 • Measuring & controlling devices, nec
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, ________________________________ (together with its successors and permitted assigns, the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. Pacific Time on [5 years from Issue Date] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Know Labs, Inc., a Nevada corporation (the “Company”), up toshares (as subject to adjustment hereunder, the “Warrant Shares”) of the common stock of the Company, par value$0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GUARANTYGuaranty • February 29th, 2024 • Know Labs, Inc. • Measuring & controlling devices, nec • Nevada
GUARANTY (the "Guaranty"), dated as of February 27, 2024, by PARTICLE, INC., a Nevada corporation (the "Guarantor"), in favor of LIND GLOBAL FUND II LP (the "Lender").
FORM OF PURCHASE AGREEMENTForm of Purchase Agreement • April 24th, 2015 • Visualant Inc • Measuring & controlling devices, nec • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the __th day of ________, 2015 by and among Visualant, Incorporated, a Nevada corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
LOAN AND SECURITY AGREEMENT (Accounts Receivable & Inventory Line of Credit)Loan and Security Agreement • October 7th, 2013 • Visualant Inc • Measuring & controlling devices, nec • Oregon
This Loan and Security Agreement (Accounts Receivable & Inventory Line of Credit), is entered into as of December 9, 2008, by and between BFI Business Finance, a California corporation (“Lender”), with its headquarters’ office located at 851 East Hamilton Avenue, 2nd Floor, Campbell, California 95008 and TransTech Systems, Inc. (“Borrower”), a(n) Oregon corporation, with its headquarters at its Chief Executive Office as defined herein.
FORM OF WARRANTVisualant Inc • April 3rd, 2012 • Measuring & controlling devices, nec
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.
KNOW LABS, INC. FORM OF 8.0% SUBORDINATED CONVERTIBLE NOTEKnow Labs, Inc. • March 15th, 2021 • Measuring & controlling devices, nec • Nevada
THIS 8.0% SUBORDINATED CONVERTIBLE NOTE (this “Note ”) is issued, dated, and effective as of the Original Issue Date set forth above by Know Labs, Inc., a Nevada corporation (the “Company”), having its principal place of business at 500 Union Street, Suite 810, Seattle, WA 98101, to(together with its successors and permitted assigns, the “Holder”), pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Company promises to pay the aggregate unpaid Principal Amount under this Note set forth above (the “Principal Amount”) to the Holder on the earlier of: (1) mandatory and automatic conversion of this Note into the next financing for the Company,providedsuchfinancingyieldsgross proceeds to the Company of at least $5 million as set forth below under “Mandatory Conversion” (a “Qualified Financing”) or (2) the one (1) year anniversary of this Note (the “Maturity Date”), and to pay interest to the Holder on the aggregate unconverted an
